Exhibit 10.1
STANDARD DRILLING, INC.
RESTRICTED STOCK PURCHASE AGREEMENT
THIS RESTRICTED STOCK PURCHASE AGREEMENT (the "Agreement") is made as
of this ____ day of _______, 200_, between Standard Drilling, Inc., a Nevada
corporation (the "Company") and _____________ (the "Participant").
WHEREAS the Participant is an employee, consultant or director of the
Company and the Participant's participation is considered by the Company to be
important for the Company's growth; and
WHEREAS in order to give the Participant an opportunity to acquire an
equity interest in the Company as an incentive for the Participant to
participate in the affairs of the Company, the Company is willing to sell to the
Participant and the Participant desires to purchase shares of Common Stock
according to the terms and conditions contained herein.
THEREFORE, the parties agree as follows:
1. Sale of Stock. The Company hereby agrees to sell to the Participant
and the Participant hereby agrees to purchase an aggregate of ______________
shares of the Company's Common Stock (the "Shares"), at the price of $_____ per
share for an aggregate purchase price of $_________ (the "Purchase Price").
2. Payment of Purchase Price. The Purchase Price shall be paid by
delivery to the Company at the time of execution of this Agreement.
3. Forfeiture of Shares. In the event of any voluntary or involuntary
termination of the Participant's employment by or services to the Company for
any or no reason (including death or disability), the Company shall have an
irrevocable, exclusive option (the "Option") for a period of ninety (90) days
from such date to declare such shares forfeited conveyed to the Company without
any compensation paid by Company to Participant. The date of termination shall
be the date as reasonably fixed and determined by the Company. The Option may be
exercised in whole or in part at the Company's discretion. The Option shall be
exercised by the Company by written notice to the Participant or his executor
(with a copy to the Escrow Holder). Upon delivery of such notice, the Company
shall become the legal and beneficial owner of the Shares being forfeited and
all rights and interests therein or relating thereto, and the Company shall have
the right to retain and transfer to its own name the number of Shares being
forfeited to the Company.
4. Release of Shares From Forfeiture Option.
(a) [One half (1/2)] of the Shares shall be released from the
Company's Option as described in the foregoing section on _____, 200_, and the
remaining [one half (1/2)] of the Shares shall be released from the Company's
Option on ______, 200_; provided in each case that the Purchaser's employment
with or provision of services to the Company has not been terminated prior to
the date of any such release.
(b) A certificate for the Shares which have been released from
the Company's Option shall be delivered to the Participant at the Participant's
request.
(c) Notwithstanding anything set forth in this Section 4, all of
the Shares shall be released from the Company's Option described in Section 3
above upon the merger or reorganization of the Company with or into another
corporation, entity or person or the sale of all or substantially all of the
Company's assets to another corporation, entity or person, provided that no
release of Shares from the Company's Option shall occur pursuant to this Section
4(c) if immediately after such merger, reorganization or sale of assets, at
least 50% of the capital stock or equity interests in such other corporation,
entity or person are owned by persons who owned in the aggregate at least 50% of
the capital stock of the Company immediately before such merger, reorganization
or sale of assets.
5. Restriction on Transfer. Except for the escrow described in Section
6 or the transfer of the Shares to the Company as contemplated by this
Agreement, Participant shall not transfer, encumber or otherwise dispose in any
way of the Shares or any beneficial interest therein until the release of such
Shares from the Company's Option in accordance with the provisions of this
Agreement.
6. Escrow of Shares.
(a) The Shares issued under this Agreement shall be held by the
Secretary of the Company (the "Escrow Holder"), along with a stock assignment
executed by the Participant in blank, until the expiration of the Company's
Option as set forth above.
(b) The Escrow Holder is hereby directed to permit transfer of
the Shares only in accordance with this Agreement or instructions signed by both
parties. In the event further instructions are desired by the Escrow Holder, he
shall be entitled to rely upon directions executed by a majority of the
Company's Directors. The Escrow Holder shall have no liability for any act or
omission hereunder while acting in good faith in the exercise of his own
judgment.
(c) If the Company exercises its Option hereunder, the Escrow
Holder, upon receipt of written notice of such Option exercise from the Company,
shall take all steps necessary to accomplish such transfer.
(d) If the Option has been only partially exercised or expires
unexercised or a portion of the Shares has been released from the Option, upon
Participant's request the Escrow Holder shall promptly cause a new certificate
to be issued for such released Shares and shall deliver such certificate to the
Participant.
(e) Subject to the terms hereof, the Participant shall have all
the rights of a stockholder with respect to such Shares while they are held in
escrow, including without limitation, the right to vote the Shares and receive
any cash dividends declared thereon. If, from time to time during the term of
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the Option, there is (i) any stock dividend, stock split or other change in the
Shares, or (ii) any merger or sale of all or substantially all of the assets or
other acquisition of the Company, any and all new, substituted or additional
securities to which the Participant is entitled by reason of his ownership of
the Shares shall be immediately subject to this escrow, deposited with the
Escrow Holder and included thereafter as "Shares" for purposes of this Agreement
and the Option.
7. Investment Representations.
(a) In connection with the purchase of the Shares, the
Participant represents to the Company the following:
(1) The Participant is aware of the Company's business
affairs and financial condition and has acquired sufficient information about
the Company to reach an informed and knowledgeable decision to acquire the
Shares. The Participant is purchasing these Shares for investment for the
Participant's own account only and not with a view to, or for resale in
connection with, any "distribution" thereof within the meaning of the Securities
Act of 1933, as amended (the "Securities Act").
(2) The Participant acknowledges and understands that the
Shares constitute "restricted securities" under the Securities Act and must be
held indefinitely unless they are subsequently registered under the Securities
Act or an exemption from such registration is available. The Participant further
acknowledges and understands that the Company is under no obligation to register
the Shares. The Participant understands that the certificate evidencing the
Shares will be imprinted with a legend which prohibits the transfer of the
Shares unless they are registered or such registration is not required in the
opinion of counsel satisfactory to the Company.
(3) The Participant is familiar with the provisions of Rule
701 and Rule 144, each promulgated under the Securities Act, which, in
substance, permit limited public resale of "restricted securities" acquired,
directly or indirectly, from the issuer thereof, in a non-public offering
subject to the satisfaction of certain conditions. Rule 701 provides that if the
issuer qualifies under Rule 701 at the time of issuance of the securities to the
Participant, such issuance will be exempt from registration under the Securities
Act. If the Company later becomes subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, ninety (90) days thereafter the
securities exempt under Rule 701 may be resold, subject to the satisfaction of
certain of the conditions specified by Rule 144, including among other things:
(1) the sale being made through a broker in an unsolicited "broker's
transaction" or in transactions directly with a market maker (as said term is
defined under the Exchange Act); and, (2) in the case of an affiliate, the
availability of certain public information about the Company, and the amount of
securities being sold during any three month period not exceeding the
limitations specified in Rule 144(e), if applicable.
(4) If the Company does not qualify under Rule 701 then the
securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires among other things: (1) the availability
of certain public information about the Company; (2) the resale occurring not
less than one year after the party has purchased, and made full payment for,
within the meaning of Rule 144, the securities to be sold; and (3) in the case
of an affiliate, or of a non-affiliate who has held the securities less than two
years, the sale being made through a broker in an unsolicited "broker's
transaction" or in transactions directly with a market maker (as said term is
defined under the Exchange Act) and the amount of securities being sold during
any three month period not exceeding the specified limitations stated therein,
if applicable.
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(b) The Participant agrees, in connection with the Company's
initial public offering of the Company's securities, (i) not to sell, make short
sales of, loan, grant any options for the purchase of, or otherwise dispose of
any shares of Common Stock of the Company held by the Participant (other than
those shares included in the registration) without the prior written consent of
the Company or the underwriters managing such initial underwritten public
offering of the Company's securities for one hundred eighty (180) days from the
effective date of such registration and (ii) to execute any agreement reflecting
(i) above as may be requested by the underwriters at the time of the public
offering, and (iii) that the Company may impose stop transfer instructions with
its transfer instructions with its transfer agent in a order to enforce the
agreements in (i) and (ii) above.
8. Restrictive Legends. The share certificate(s) evidencing the Shares
issued hereunder shall be endorsed with the following legends (in addition to
any legend required by applicable state securities laws):
(a) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE
EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.
(b) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED
ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE
COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY.
(c) Any legend required to be placed thereon by the Nevada
General Corporation Law or any other applicable state securities laws.
9. Adjustment for Stock Split. All references to the number of Shares
and the purchase price of the Shares in this Agreement shall be appropriately
adjusted to reflect any stock split, stock dividend or other change in the
Shares which may be made by the Company after the date of this Agreement.
10. General Provisions.
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(a) This Agreement shall be governed by the laws of the State of
Nevada. This Agreement represents the entire agreement between the parties
with respect to the purchase of Common Stock by the Participant and may only be
modified or amended in writing signed by both parties.
(b) Any notice, demand or request required or permitted to be
given by either the Company or the Participant pursuant to the terms of this
Agreement shall be in writing and shall be deemed given when delivered
personally or deposited in the U.S. mail, First Class with postage prepaid, or
delivered by a nationally recognized overnight delivery service and addressed to
the parties at the addresses of the parties set forth at the end of this
Agreement or such other address as a party may request by notifying the other in
writing.
Any notice to the Escrow Holder shall be sent to the
Company's address with a copy to the other party not sending the notice.
(c) The Participant understands that he (and not the Company)
shall be responsible for his own federal, state, local or foreign tax liability
and any of his other tax consequences that may arise as a result of the
transactions contemplated by this Agreement. The Participant shall rely solely
on the determinations of his tax advisors or his own determinations, and not on
any statements or representations by the Company or any of its agents, with
regard to all such tax matters. The Participant shall notify the Company in
writing if the Participant files an election pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, with the Internal Revenue Service
within thirty (30) days from the date of the sale of the Shares hereunder. The
Company intends, in the event it does not receive from the Participant evidence
of such filing, to claim a tax deduction for any amount which would be taxable
to the Participant in the absence of such an election. At the time any
withholding tax, other than the Company's share of any FICA or similar tax, is
due, Participant agrees to pay such amount to the Company in cash or check.
(d) The rights and benefits of the Company under this Agreement
shall be transferable to any one or more persons or entities, and all covenants
and agreements hereunder shall inure to the benefit of, and be enforceable by
the Company's successors and assigns. The rights and obligations of the
Participant under this Agreement may only be assigned with the prior written
consent of the Company.
(e) Either party's failure to enforce any provision or provisions
of this Agreement shall not in any way be construed as a waiver of any such
provision or provisions, nor prevent that party thereafter from enforcing each
and every other provision of this Agreement. The rights granted both parties
herein are cumulative and shall not constitute a waiver of either party's right
to assert all other legal remedies available to it under the circumstances.
(f) The Participant agrees upon request to execute any further
documents or instruments necessary or desirable to carry out the purposes or
intent of this Agreement.
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(g) THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF
THE SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS
AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF
BEING HIRED OR PURCHASING SHARES HEREUNDER). THE PARTICIPANT FURTHER
ACKNOWLEDGES AND AGREES THAT THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first set forth above.
STANDARD DRILLING, INC. PARTICIPANT:
a Nevada corporation
By:
---------------------------------- -----------------------------------
Print Name:
------------------------
Address: Address:
Attn: President -----------------------------------------
0000 X Xxxxxx, Xxxxx 0000 -----------------------------------------
Xxxxxxxxxx, XX 00000 -----------------------------------------
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CONSENT OF SPOUSE
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I, ____________________, spouse of _____________, have read and approve
the foregoing Agreement. In consideration of granting of the right to my spouse
to purchase shares of Standard Drilling, Inc., as set forth in the Agreement, I
hereby appoint my spouse as my attorney-in-fact in respect to the exercise of
any rights under the Agreement and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in said Agreement or any shares
issued pursuant thereto under the community property laws of the State of
Nevada or similar laws relating to marital property in effect in the state of
our residence as of the date of the signing of the foregoing Agreement.
Dated: October __, 200_
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(Signature)
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED I, __________________, hereby sell, assign and
transfer unto ______________________________________________ (______________)
shares of the Common Stock of Standard Drilling, Inc. standing in my name of the
books of said corporation represented by Certificate No. _____ herewith and do
hereby irrevocably constitute and appoint ______________, attorney, to transfer
the said stock on the books of the within named corporation with full power of
substitution in the premises.
This Stock Assignment may be used only in accordance with the
Restricted Stock Purchase and Security Agreement between the corporation and the
undersigned dated _____________ ____, 200_.
Dated:
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(Signature)
